Exhibit 10.11


 


RIGHT OF FIRST REFUSAL AND


CORPORATE OPPORTUNITIES AGREEMENT


 


THIS RIGHT OF FIRST
REFUSAL AND CORPORATE OPPORTUNITIES AGREEMENT (this “Agreement”) is made as of [______], 2015 by and between
Jensyn Acquisition Corp., a Delaware corporation (the “Company”), and Jensyn Integration Services. LLC, a Delaware
limited liability company (the “Affiliate”), in connection with the Company’s proposed public offering
of units consisting of shares of common stock, par value $0.0001 per share (the “Shares”), rights to receive
one-tenth of one Share automatically on the consummation of an initial business combination by the Company, and warrants to purchase
one-half of one Share at a price of $11.50 per full Share, as more fully described in a registration statement on Form S-1, filed
by the Company with the Securities and Exchange Commission (as amended, the “Registration Statement”).


 


RECITALS


 


WHEREAS, the Affiliate
is an affiliate of certain officer, directors and stockholder of the Company:


 


WHEREAS, the Company
will be attempting to consummate a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination involving the Company and one or more businesses or entities (a “Business Transaction”);


 


WHEREAS, the Affiliate
may also be seeking investment opportunities which may be a part of, in connection with or deemed a Business Transaction; and


 


WHEREAS, the Company
and the Affiliate each believes it is in their best interests to clarify any potential Business Transaction and investment opportunities
for which each party shall have the right of first refusal.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


 


	 	1.	Right of First Refusal.


 


For the term specified
in Section 2 of this Agreement and subject to subsections (b), (c) and (d) of this Section 1, Affiliate hereby grants
to the Company a right of first refusal as follows:


 


(a) The Affiliate shall
not enter into any agreement to acquire 50% or more of the outstanding voting securities of any company or business in the insurance
sector whose fair market value is at least equal to 80% of the balance in the trust account that holds the proceeds of the Company’s
initial public offering (less the deferred underwriting fees and taxes payable) at such time, without first presenting such suitable
opportunity to a committee of the Company’s independent directors, and will not enter into any such agreement until a majority
of the Company’s independent directors determine, within the time frame and in the manner specified below, not to pursue
such Business Transaction opportunity.


 


(b) After review of
any potential Business Transaction or investment opportunity, the Company, upon direction from a majority of the Company’s
independent directors, may release the right of first refusal set forth in this Section 1(a) with respect to such Business Transaction
or suitable opportunity.


 


(c) The Affiliate shall
provide written notice to the Company of any such suitable opportunity brought to its attention by its current partners, principals,
directors, officers or employees within ten (10) business days of its identification of such suitable opportunity. Any right of
first refusal granted shall expire forty-five (45) days from the date of the written notice unless earlier released pursuant to
Section 1(c), provided that, during such forty-five (45)-day period, the Company has failed to commence discussions
with any third party regarding the specified Business Transaction or suitable opportunity.


 




    	 



    	 



    

 


	 	2.	Term. This Agreement shall become effective on its execution and shall remain in effect for a period to expire upon the earlier of: (i) the consummation by the Company of a Business Transaction or (ii) 24 months from the closing of the Company's initial public offering.


 


	 	3.	Notices. All notices or communications hereunder
    shall be addressed as follows:


 


To the Company:


 


Jensyn Acquisition Corp.


800 West Main Street, Suite
204


Freehold, New Jersey 07728


Attn: Jeffrey J. Raymond, President
and Chief Executive officer


Fax No.: (732) 303-6947


 


with copies to (which shall
not constitute notice):


 


Giordano, Halleran & Ciesla,
P.C.


125 Half Mile Road, Suite 300


Red Bank, New Jersey 07701


Attention: Philip D. Forlenza


 


If to the Affiliate:


Jensyn Integration Services,
LLC.


1964 Howell Branch Road, Suite
#205 | 


Winter Park, Florida 32792


Attn: Rebecca Irish, Managing
Partner


Fax No.: (732) 303-6947


 


All notices, statements or other
documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first
class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be
designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so
transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt
of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 


	 	4.	Severability. If any term or provision of this
    Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity or unenforceability
    shall not affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be valid
    and enforced to the fullest extent permitted by law.


 


	 	5.	Entire Agreement. This Agreement, as the same may be amended from time to time in accordance with the terms hereof, contains the entire agreement among the parties hereto relating to the subject matter hereof and supersedes in all respects any prior or other agreement or understanding concerning the subject matter hereof between the Company and Affiliate.


 


	 	6.	Waiver. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 




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	 	7.	Amendment. This Agreement may only be amended by written agreement of the parties hereto.


 


	 	8.	Survival. The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section 8 are in addition to the survivorship provisions of any other section of this Agreement.


 


	 	9.	Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


	 	10.	Headings. The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.


 


	 	11.	Mutual Drafting. This Agreement is the joint product of the Company and Affiliate, and each provision hereof has been subject to the consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


	 	12.	Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance with the laws of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby (i) agree that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced first in the U.S. District Court for the Southern District of New York, then to such other federal or state courts located in the State of New York, and irrevocably submits to such jurisdiction in New York, which jurisdiction shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. THE PARTIES HERETO, TO THE FULLEST EXTENT PERMITTED BY LAW, WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT.


 


	 	13.	Trust Waiver. Notwithstanding anything herein to the contrary, Affiliate hereby waives any and all right, title, interest or claim of any kind, regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (“Claim”) in or to any distribution from the trust account in which the proceeds of the Company’s initial public offering will be deposited and held for the benefit of the Company’s public shareholders (the “Trust Account”) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties hereto have
executed this Right of First Refusal and Corporate Opportunities Agreement as of the date first specified above.


 


	 	JENSYN ACQUISITION CORP. 
	 	 
	 	By:	 
	 	 	Name: Jeffrey J. Raymond
	 	 	Title: President, Chief Executive Officer and Director
	 	 
	 	JENSYN INTEGRATION SERVICES, LLC
	 	 
	 	By:	 
	 	 	Name:  Rebecca Irish
	 	 	Title:    Managing Partner
	 	 	 





[Signature Page to Right of First Refusal
and Corporate Opportunities Agreement]









 



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